Exhibit 4.3 U.S.$8,000,000,000 5-YEAR REVOLVING CREDIT AGREEMENT Dated as of October 14, 1997Revolving Credit Agreement • November 14th, 1997 • Philip Morris Companies Inc • Food and kindred products • New York
SETTLEMENT AGREEMENT -------------------- This Settlement Agreement is made as of this 25th day of August, 1997, by and among the undersigned, and is intended to settle and resolve with finality all present and future civil claims against all parties...Settlement Agreement • September 3rd, 1997 • Philip Morris Companies Inc • Food and kindred products • Florida
AGREEMENTConsulting Agreement • March 2nd, 2000 • Philip Morris Companies Inc • Food and kindred products • New York
and THE CHASE MANHATTAN BANK, Trustee INDENTUREIndenture • January 29th, 1998 • Philip Morris Companies Inc • Food and kindred products • New York
Exhibit 4 U.S.$5,000,000,000 5-YEAR REVOLVING CREDIT AGREEMENT Dated as of July 24, 2001Revolving Credit Agreement • May 15th, 2003 • Altria Group Inc • Food and kindred products • New York
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 10th, 2000 • Philip Morris Companies Inc • Food and kindred products • Delaware
AGREEMENT AND PLAN OF MERGER among ALTRIA GROUP, INC., ARMCHAIR MERGER SUB, INC. and UST INC. Dated as of September 7, 2008Merger Agreement • September 8th, 2008 • Altria Group, Inc. • Cigarettes • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of September 7, 2008, among UST INC., a Delaware corporation (the “Company”), ALTRIA GROUP, INC., a Virginia corporation (“Parent”), and ARMCHAIR MERGER SUB, INC., a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
Exhibit 10.1 Agreement with William H. WebbRetirement Agreement • August 13th, 2002 • Philip Morris Companies Inc • Food and kindred products • New York
AGREEMENTConsulting Agreement • March 19th, 2002 • Philip Morris Companies Inc • Food and kindred products
FORM OF CALCULATION AGENCY AGREEMENT AMONG PHILIP MORRIS COMPANIES INC., THE CHASE MANHATTAN BANK, AS TRUSTEE AND GOLDMAN, SACHS & CO.Calculation Agency Agreement • March 13th, 1998 • Philip Morris Companies Inc • Food and kindred products • New York
ARTICLE IWarrant Agreement • January 29th, 1998 • Philip Morris Companies Inc • Food and kindred products • New York
Exhibit 1(b) Philip Morris Companies Inc. $ Medium-Term Notes, Series C Due From Nine Months to Thirty Years From Date of Issue Selling Agency AgreementSelling Agency Agreement • January 29th, 1998 • Philip Morris Companies Inc • Food and kindred products • New York
ContractGuarantee • November 1st, 2023 • Altria Group, Inc. • Cigarettes • New York
GUARANTEE, dated as of November 1, 2023 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 6.200% Notes due 2028 (the “Debt Securities”) of Altria Group, Inc., a Virginia corporation (the “Issuer”).
Exhibit 99.2 STATUS OF THE MASTER SETTLEMENT AGREEMENT The Master Settlement Agreement ("MSA") is subject to final judicial approval (i.e., trial court approval and the expiration of the time for review or appeal with respect to such approval) in each...Master Settlement Agreement • March 29th, 2001 • Philip Morris Companies Inc • Food and kindred products
The Master Settlement Agreement ("MSA") is subject to final judicial approval (i.e., trial court approval and the expiration of the time for review or appeal with respect to such approval) in each of the settling jurisdictions. If a settling jurisdiction does not obtain final judicial approval by December 31, 2001, the agreement will be terminated with respect to such state; the agreement, however, will remain in effect as to each settling jurisdiction in which final judicial approval is obtained. The MSA has been approved by trial courts in all of the 52 settling jurisdictions, except Missouri. In addition, as described in Item 3. Legal Proceedings, above, under the heading "Litigation Settlements," there are a number of other suits pending related to the MSA.
WITNESSETH:Fee Payment Agreement • November 16th, 1998 • Philip Morris Companies Inc • Food and kindred products • Florida
THE ALTRIA GROUP, INC. RESTRICTED STOCK AGREEMENT (January 29, 2013)Restricted Stock Agreement • January 31st, 2013 • Altria Group, Inc. • Cigarettes • Virginia
ALTRIA GROUP, INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the 2013 Restricted Stock Award section of the Award Statement (the “Employee”) under the Altria Group, Inc. 2010 Performance Incentive Plan (the “Plan”) a Restricted Stock Award (the “Award”) dated January 29, 2013 (the “Award Date”), with respect to the number of shares of the Common Stock of the Company (the “Common Stock”) set forth in the 2013 Restricted Stock Award section of the Award Statement (the “Shares”), all in accordance with and subject to the following terms and conditions of this Restricted Stock Agreement (the “Agreement”):
U.S.$3,000,000,000 CREDIT AGREEMENT relating to a 5-YEAR REVOLVING CREDIT FACILITY Dated as of August 1, 2018 Among ALTRIA GROUP, INC. and THE INITIAL LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A. as Administrative Agents...Credit Agreement • August 1st, 2018 • Altria Group, Inc. • Cigarettes • New York
ALTRIA GROUP, INC., a Virginia corporation (“Altria”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (“JPMCB”) and CITIBANK, N.A. (“Citibank”), as administrative agents (each, in such capacity, an “Administrative Agent”) for the Lenders (as hereinafter defined), agree as follows:
ContractGuarantee • October 25th, 2023 • Altria Group, Inc. • Cigarettes • New York
GUARANTEE, dated as of October 24, 2023 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of the Lenders (the “Lenders”) party to the 5-Year Revolving Credit Agreement, dated as of October 24, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Altria Group, Inc. (“Altria”), such Lenders and JPMorgan Chase Bank, N.A. (“JPMCB”) and Citibank, N.A., as Administrative Agents for the Lenders. Capitalized terms used in this Guarantee and not otherwise defined herein have the meanings specified in the Credit Agreement.
AMENDED AND RESTATED TAX MATTERS AGREEMENTTax Matters Agreement • October 11th, 2016 • Altria Group, Inc. • Cigarettes • New York
PHILIP MORRIS COMPANIES INC. DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES UNDERWRITING AGREEMENT DATED AS OF DECEMBER 1, 1997 1. Introductory. Philip Morris Companies Inc., a Virginia corporation ("Company"), proposes to issue and sell...Underwriting Agreement • January 29th, 1998 • Philip Morris Companies Inc • Food and kindred products • New York
THE ALTRIA GROUP, INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • April 25th, 2024 • Altria Group, Inc. • Cigarettes
ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the 2024 Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2020 Performance Incentive Plan (“Plan”) a performance stock unit award (“Award”) with respect to the target number of shares of Common Stock of the Company (“Common Stock”) set forth in the 2024 Stock Award section of the Award Statement (“PSUs”), all in accordance with and subject to the following terms and conditions of this Performance Stock Unit Agreement (“Agreement”).
THE ALTRIA GROUP, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 25th, 2024 • Altria Group, Inc. • Cigarettes
ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the 2024 Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2020 Performance Incentive Plan (“Plan”) a restricted stock unit award (“Award”) with respect to the number of shares of Common Stock of the Company (“Common Stock”) set forth in the 2024 Stock Award section of the Award Statement (“RSUs”), all in accordance with and subject to the following terms and conditions of this Restricted Stock Unit Agreement (“Agreement”).
THE ALTRIA GROUP, INC. RESTRICTED STOCK UNIT AGREEMENT FOR ALTRIA GROUP, INC. COMMON STOCK (February 26, 2019)Restricted Stock Unit Agreement • April 25th, 2019 • Altria Group, Inc. • Cigarettes • Virginia
ALTRIA GROUP, INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the 2019 Stock Award section of the Award Statement (the “Employee”) under the Altria Group, Inc. 2015 Performance Incentive Plan (the “Plan”) a Restricted Stock Unit Award (the “Award”) dated February 26, 2019 (the “Award Date”), with respect to the number of shares of the Common Stock of the Company (the “Common Stock”) set forth in the 2019 Stock Award section of the Award Statement (the “RSUs”), all in accordance with and subject to the following terms and conditions of this Restricted Stock Unit Agreement (the “Agreement”):
TIME SHARING AGREEMENTTime Sharing Agreement • February 27th, 2023 • Altria Group, Inc. • Cigarettes
This TIME SHARING AGREEMENT (the "Agreement") is made and entered into effective as of the 23 day of February , 2023, by and between Altria Client Services LLC, with an address of 6601 West Broad Street; Richmond, VA 23230 ("Operator") and William F. Gifford Jr., with an address of 6601 West Broad Street; Richmond, VA 23230 ("Lessee").
THE ALTRIA GROUP, INC. PERFORMANCE STOCK UNIT AGREEMENT FOR ALTRIA GROUP, INC. COMMON STOCK (February 26, 2019)Performance Stock Unit Agreement • April 25th, 2019 • Altria Group, Inc. • Cigarettes • Virginia
ALTRIA GROUP, INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the 2019 Stock Award section of the Award Statement (the “Employee”) under the Altria Group, Inc. 2015 Performance Incentive Plan (the “Plan”) a Performance Stock Unit Award (the “Award”) dated February 26, 2019 (the “Award Date”), with respect to the target number of shares of the Common Stock of the Company (the “Common Stock”) set forth in the 2019 Stock Award section of the Award Statement (the “PSUs”), all in accordance with and subject to the following terms and conditions of this Performance Stock Unit Agreement (the “Agreement”):
WITNESSETH:Texas Fee Payment Agreement • August 14th, 1998 • Philip Morris Companies Inc • Food and kindred products • Texas
Exhibit 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT by and between Philip Morris Companies Inc., a Virginia corporation (the "Company") and Murray H. Bring (the "Executive"), dated as of the 30th day of July, 1998. WHEREAS, the Company...Employment Agreement • March 18th, 1999 • Philip Morris Companies Inc • Food and kindred products • New York
BACKGROUNDAgreement to Pay Attorneys' Fees and Costs • May 15th, 1998 • Philip Morris Companies Inc • Food and kindred products • Minnesota
THE ALTRIA GROUP, INC. DEFERRED STOCK AGREEMENT FOR ALTRIA GROUP, INC. COMMON STOCK (January 28, 2014)Deferred Stock Agreement • April 24th, 2014 • Altria Group, Inc. • Cigarettes
ALTRIA GROUP, INC. (the "Company"), a Virginia corporation, hereby grants to the employee identified in the 2014 Deferred Stock Award section of the Award Statement (the "Employee") under the Altria Group, Inc. 2010 Performance Incentive Plan (the "Plan") a Deferred Stock Award (the "Award") dated January 28, 2014 (the “Award Date”), with respect to the number of shares of the Common Stock of the Company (the "Common Stock") set forth in the 2014 Deferred Stock Award section of the Award Statement (the "Deferred Shares"), all in accordance with and subject to the following terms and conditions of this Deferred Stock Agreement (the “Agreement”):
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND KRAFT FOODS INC. DATED AS OF MARCH 30, 2007Employee Matters Agreement • March 30th, 2007 • Altria Group, Inc. • Tobacco products • Virginia
THIS EMPLOYEE MATTERS AGREEMENT, dated as of March 30, 2007 (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Altria Group, Inc., a Virginia corporation (“Altria”), and Kraft Foods Inc., a Virginia corporation (“Kraft”).
WITNESSETH:MFN Escrow Agreement • August 14th, 1998 • Philip Morris Companies Inc • Food and kindred products • Mississippi
REGISTRATION RIGHTS AGREEMENT by and among Anheuser-Busch InBev SA/NV and the Holders (as defined herein) Dated as of October 10, 2016Registration Rights Agreement • October 21st, 2016 • Altria Group, Inc. • Cigarettes • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of October 10, 2016 by and among ANHEUSER-BUSCH INBEV SA/NV, a public limited liability company (société anonyme/naamloze vennootschap) incorporated under the laws of the Kingdom of Belgium (the “Company”) and the Restricted Shareholders listed on Schedule 1 hereto (together with any other holders or beneficial owners of Restricted Shares and/or their Permitted Transferees that accede as parties to this Agreement in accordance with Section 12, the “Holders” and individually, each a “Holder”).
AGREEMENT TO PAY BLUE CROSS AND BLUE SHIELD OF MINNESOTA ATTORNEYS' FEES AND COSTSAgreement to Pay • May 15th, 1998 • Philip Morris Companies Inc • Food and kindred products • Minnesota
THE ALTRIA GROUP, INC. RESTRICTED STOCK AGREEMENT (January 25, 2006)Restricted Stock Agreement • January 27th, 2006 • Altria Group Inc • Food and kindred products • New York
ALTRIA GROUP, INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the 2006 Restricted Stock Award section of the Award Statement (the “Employee”) under The Altria Group, Inc. 2005 Performance Incentive Plan (the “Plan”) a Restricted Stock Award (the “Award”) dated January 25, 2006, with respect to the number of shares set forth in the 2006 Restricted Stock Award section of the Award Statement (the “Shares”) of the Common Stock of the Company (the “Common Stock”), all in accordance with and subject to the following terms and conditions:
INTELLECTUAL PROPERTY AGREEMENT BY AND BETWEEN PHILIP MORRIS INTERNATIONAL INC. AND PHILIP MORRIS USA INC. DATED AS OF JANUARY 1, 2008Intellectual Property Agreement • March 28th, 2008 • Altria Group, Inc. • Tobacco products • Virginia
THIS INTELLECTUAL PROPERTY AGREEMENT, dated as of January 1, 2008 (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Philip Morris International Inc., a Virginia corporation (“PMI”), and Philip Morris USA Inc., a Virginia corporation (“PM USA” and, together with PMI, the “Parties”).
